SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Sec. 240.14a-12
TRIMAX CORPORATION
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(Name of Registrant as Specified in Its Charter)
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TRIMAX CORPORATION
2 Lombard St., Suite 204, Toronto
Ontario M5C 1M1
(416) 368-4060
NOTICE OF PROPOSED ACTION
BY WRITTEN CONSENT OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK
TO BE TAKEN ON OR ABOUT FEBRUARY 13, 2006
To the Stockholders of TRIMAX CORPORATION:
Notice is hereby given to all stockholders that TRIMAX CORPORATION, a Nevada
corporation ("TRIMAX" or the "Company") is seeking the written consent of a
majority of the outstanding shares of common stock (the "Action") of the
Company, in accordance with Section 78.320 of the Nevada Revised Statutes
("NRS'). The Action consists of adopting and approving the (i) Amended and
Restated Articles of Incorporation, including a change in the name of the
Company to PLC Network Solutions Inc. and a change in the authorized stock of
TRIMAX to add 150,000,000 shares of common stock and 30,000,000 shares of
preferred stock, par value $0.001 per share. The written consents are to be
received by February 13, 2006.
Only stockholders of record at the close of business on January 11, 2006 will be
entitled to receipt of this Proxy Statement and to submit their written consent.
By Order of the Board of Directors
/s/ Derek Pepler
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Derek Pepler, President
Approximate date of mailing: January 23, 2006
TRIMAX CORPORATION
2 Lombard St., Suite 204, Toronto
Ontario M5C-1M1
(416) 368-4060
PROXY STATEMENT
ACTION BY WRITTEN CONSENT OF A MAJORITY OF OUTSTANDING SHARES OF COMMON STOCK
The Board of Directors of TRIMAX CORPORATION, Inc., a Nevada corporation
("Trimax" or the "Company"), is furnishing this Proxy Statement to the holders
of the common stock, $0.001 par value per share, of TRIMAX in connection with
action by written consent of the holders of a majority of the issued and
outstanding shares of the voting common stock of TRIMAX to be taken by February
13, 2006, in accordance with Section 78.320 of the Nevada Revised Statutes. The
action to be taken consists of adopting and approving Amended and Restated
Articles of Incorporation, including a change in the name of the Company to PLC
Network Solutions Inc. and a change in the capitalization of TRIMAX to add
150,000,000 authorized shares of common stock and 30,000,000 authorized shares
of preferred stock, par value $0.001 per share. The amendments to the Articles
of Incorporation of TRIMAX are being made to increase the authorized share
capital of the Company which is expected to allow the Company to make
acquisitions as it moves forward to implement its business plan, and to provide
the Company with more flexibility to conduct equity financings. This written
consent is irrevocable.
This Proxy Statement is first being mailed to stockholders on January 23, 2006.
Only stockholders of record at the close of business on January 11, 2006 are
entitled to notice of the action, to receive this Proxy Statement and to submit
their written consent.
The Board of Directors have adopted and approved resolutions to effect the
change to the Articles of Incorporation of the Company. The resolutions require
approval from persons owning the majority of the outstanding voting common stock
of Trimax. See the section of this Proxy Statement entitled "Vote Required for
Approval" below. The Amended and Restated Articles of Incorporation will be
filed with the Secretary of State of Nevada and are expected to become effective
on or about February 13, 2006.
DISSENTERS RIGHTS
Stockholders have no dissenters rights with respect to the matters referred to
in this Proxy Statement.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on January 11, 2006 as
the record date for the determination of the common stockholders entitled to
notice of and to take action by written consent.
On the record date, TRIMAX had 41,233,718 shares of common stock, $0.001 par
value, issued and outstanding. The affirmative vote of the holders of a
majority of the outstanding shares of the Company is required to adopt and
approve the Amended and Restated Articles of Incorporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of January 11, 2006, certain information known
to the Company regarding the beneficial ownership of the Company's common stock,
$0.001 par value per share, for (i) each executive officer or director of the
Company who beneficially owns shares; (ii) each stockholder known to the Company
to beneficially own five percent or more of the outstanding shares of its common
stock; and (iii) all executive officers and directors as a group. The Company
believes that the beneficial owners of the common stock listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.
All of the beneficial owners listed are accessible at 2 Lombard St., Suite 204,
Toronto Ontario, M5C 1M1, the Company's principal offices.
SHARES
BENEFICIALLY PERCENTAGE OF
NAME OF STOCKHOLDER OWNED CLASS OWNED
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Derek Pepler - President and a Director 20,000 0.0005%
Robert Vivacqua - Director 0 0.0000%
All Executive Officer and Directors
as a Group (2 persons) 20,000 0.0005%
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The directors and executive officers of TRIMAX do not have any substantial
interest in the matters to be acted upon.
VOTE REQUIRED FOR APPROVAL
The procedure and requirements to effect an amendment to the articles of
incorporation of a Nevada corporation are set forth in Section 78.390 of the
Nevada Revised Statutes, which provides that proposed amendments must first be
adopted by the Board of Directors and then submitted to stockholders for their
consideration at an annual or a special meeting and must be approved by a
majority of the outstanding voting securities.
Section 78.320 of the Nevada Revised Statutes provides that any action required
to be taken at an annual or a special meeting of the stockholders of a Nevada
corporation may be taken by written consent in lieu of a meeting if the consent
is signed by stockholders owning at least a majority of the voting power as
determined on the record date.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
The Amended and Restated Articles of Incorporation completely supersede the
existing Articles of Incorporation of the Company. On January 11, 2006 the Board
of Directors of the Company signed resolutions approving the adoption of the
Amended and Restated Articles of Incorporation and called for approval by a vote
of the stockholders of the Company.
The following is a summary comparison of the major changes to the current
Articles of Incorporation of the Company proposed in the Amended and Restated
Articles of Incorporation. A copy of the Amended and Restated Articles of
Incorporation is attached to this Proxy Statement as Exhibit A. Where relevant,
a brief discussion is included explaining the purpose of the change and its
effect on stockholders, both positive and negative.
The overall effect of the changes to the Articles of Incorporation of TRIMAX is
to provide the Company with more flexibility to make acquisitions or conduct
equity financings.
Previous Articles of Amended and Restated
Subject Matter of Change Incorporation Articles of Incorporation
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1. Name of Company Article I. The name of the Company is TRIMAX Article I. The name of the Company is
CORPORATION PLC NETWORK SOLUTIONS INC.
Purpose: To change the Company's name to reflect its core business.
Effect: There is no effect on shareholders from the change in the name of the Company. The name change will facilitate the
Company's shift from being in the manufacturing and/or distribution of a handheld communication device to its current
business of marketing its internet access technologies known as broadband over powerlines (BPL) or powerline communications
services.
Previous Articles of Amended and Restated
Subject Matter of Change Incorporation Articles of Incorporation
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2. Authorized capital Article II, Section 2.1 120,000,000 total Article II, Section 2.1. 300,000,000 total
total authorized shares, consisting of authorized shares, consisting of 250,000,000
100,000,000 shares of common stock having a shares of common stock having a par value of
par value of $0.001 per share and 20,000,000 $0.001 per share and 50,000,000 shares of
shares of preferred stock having a par value preferred stock having a par value of $0.001
of $0.001 per share. per share.
Purpose: To enable the Board of Directors to increase the amount of common shares available to the Company for financing purposes
or for acquisitions and the amount of preferred shares available to the Company to establish classes and series of preferred stock
with separate rights and preferences to that of common stock.
Effect: Authorizing the additional preferred stock provides the Board of Directors with a mechanism for establishing
a separate class of stock with superior rights to that of the common stock of the Company. The issuance of either common or
preferred stock may dilute stock ownership of holders of common stock and thereby reduce their voting power and reduce their
rights to the net assets of the Company upon dissolution.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy materials for the
2006 annual meeting of shareholders, the Company must receive written notice of
any shareholder proposal by September 30, 2006. All proposals and nominations
should be directed to the Company's principal executive offices at 2 Lombard
St., Suite 204, Toronto Ontario, M5C 1M1.
WHERE YOU CAN FIND MORE INFORMATION
TRIMAX is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "SEC"). You can
read and copy any materials that the Company files with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You
can obtain information about the operation of the SEC's Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web-site that
contains information the Company files electronically with the SEC, which you
can access over the Internet at http://www.sec.gov. Copies of these materials
may also be obtained by mail from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C., 20549 at prescribed rates.
OTHER MATTERS
A copy of the proposed Amended and Restated Articles of Incorporation is
enclosed herewith as Exhibit A.
Dated: January 11, 2006
By Order of the Board of Directors
/s/ Derek Pepler
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Derek Pepler President
ARTICLES
of
PLC NETWORK SOLUTIONS INC.
ARTICLES
of
PLC NETWORK SOLUTIONS INC.
EXHIBIT A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PLC NETWORK SOLUTIONS INC.
The undersigned hereby adopts as its chartering document these Amended and
Restated Articles of Incorporation.
ARTICLE I
The name of the corporation is "PLC NETWORK SOLUTIONS INC."
ARTICLE II
2.1. Authorized Capital
The total number of shares that this corporation is authorized to issue is
300,000,000, consisting of 250,000,000 shares of common stock having a par value
of $0.001 per share and 50,000,000 shares of Preferred Stock having a par value
of $0.001 per share. The common stock is subject to the rights and preferences
of the Preferred Stock as set forth below.
2.2. Issuance of Preferred Stock by Class and in Series
The Preferred Stock may be issued from time to time in one or more classes
and one or more series within such classes in any manner permitted by law and
the provisions of these Articles of Incorporation, as determined from time to
time by the Board of Directors and stated in the resolution or resolutions
providing for its issuance, prior to the issuance of any shares. The Board of
Directors shall have the authority to fix and determine and to amend the
designation, preferences, limitations and relative rights of the shares
(including, without limitation, such matters as dividends, redemption,
liquidation, conversion and voting) of any class or series that is wholly
unissued or to be established. Unless otherwise specifically provided in the
resolution establishing any class or series, the Board of Directors shall
further have the authority, after the issuance of shares of a class or series
whose number it has designated, to amend the resolution establishing such class
or series to decrease the number of shares of that class or series, but not
below the number of shares of such class or series then outstanding.
ARTICLE III
The purposes for which the corporation is organized are to engage in any
activity or business not in conflict with the laws of the State of Nevada or of
the United States of America, and without limiting the generality of the
foregoing, specifically:
3.1 Omnibus.
To have to exercise all the powers now or hereafter conferred by the laws of the
State of Nevada upon corporations organized pursuant to the laws under which the
corporation is organized ("applicable corporate law") and any and all acts
amendatory thereof and supplemental thereto.
3.2. Carrying On Business Outside State.
To conduct and carry on its business or any branch thereof in any state or
territory of the United States or in any foreign country in conformity with the
laws of such state, territory, or foreign country, and to have and maintain in
any state, territory, or foreign country a business office, plant, store or
other facility.
3.3. Purposes To Be Construed As Powers.
The purposes specified herein shall be construed both as purposes and powers and
shall be in no way limited or restricted by reference to, or inference from, the
terms of any other clause in this or any other article, but the purposes and
powers specified in each of the clauses herein shall be regarded as independent
purposes and powers, and the enumeration of specific purposes and powers shall
not be construed to limit or restrict in any manner the meaning of general terms
or of the general powers of the corporation; nor shall the expression of one
thing be deemed to exclude another, although it be of like nature not expressed.
ARTICLE IV
Except as may be authorized pursuant to Section 2.2 of Article II, no
preemptive rights shall exist with respect to shares of stock or securities
convertible into shares of stock of this corporation.
ARTICLE V
The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of this corporation.
ARTICLE VI
6.1. Number of Directors
The Board of Directors shall be composed of not less than one nor more than
six Directors. Except with respect to the initial Director, the specific number
of Directors shall be set by resolution of the Board of Directors or, if the
Directors in office constitute fewer than a quorum of the Board of Directors, by
the affirmative vote of a majority of all the Directors in office. The number
of Directors of this corporation may be increased or decreased from time to time
in the manner provided herein, but no decrease in the number of Directors shall
have the effect of shortening the term of any incumbent Director.
6.2. Classification of Directors
The Directors shall be divided into three classes, with each class to be as
nearly equal in number as possible, as specified by resolution of the Board of
Directors or, if the Directors in office constitute fewer than a quorum of the
Board of Directors, by the affirmative vote of a majority of all the Directors
in office. The term of office of Directors of the first class shall expire at
the first annual meeting of shareholders after their election. The term of
office of Directors of the second class shall expire at the second annual
meeting after their election. The term of office of Directors of the third
class shall expire at the third annual meeting after their election. At each
annual meeting after such classification, a number of Directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting. Absent his or
her death, resignation or removal, a Director shall continue to serve despite
the expiration of the Director's term until his or her successor shall have been
elected and qualified or until there is a decrease in the number of Directors.
6.3. Removal of Directors
The shareholders may remove one or more Directors with or without cause,
but only at a special meeting called for the purpose of removing the Director or
Directors, and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the Director or Directors.
6.4. Vacancies on Board of Directors
If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, the Board of Directors
may fill the vacancy, or, if the Directors in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of all the Directors in office. The shareholders may fill a
vacancy only if there are no Directors in office.
ARTICLE VII
This corporation reserves the right to amend or repeal any of the provisions
contained in these Articles of Incorporation in any manner now or hereafter
permitted by the applicable corporate law,
and the rights of the shareholders of this corporation are granted subject to
this reservation.
ARTICLE VIII
The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation, subject to the power of the shareholders to amend or
repeal such Bylaws. The shareholders shall also have the power to amend or
repeal the Bylaws of this corporation and to adopt new Bylaws.
ARTICLE IX
9.1. Shareholder Actions
Subject to any limitations imposed by applicable securities laws, any
action required or permitted to be taken at a shareholders meeting may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
9.2. Number of Votes Necessary to Approve Actions
Whenever applicable corporate law permits a corporation's articles of
incorporation to specify that a lesser number of shares than would otherwise be
required shall suffice to approve an action by shareholders, these Articles of
Incorporation hereby specify that the number of shares required to approve such
an action shall be such lesser number.
9.3. Special Meetings of Shareholders
So long as this corporation is a public company, special meetings of the
shareholders of the corporation for any purpose may be called at any time by the
Board of Directors or, if the Directors in office constitute fewer than a quorum
of the Board of Directors, by the affirmative vote of a majority of all the
Directors in office, but such special meetings may not be called by any other
person or persons.
9.4. Quorum for Meetings of Shareholders.
Except with respect to any greater requirement contained in these Articles
of Incorporation or the applicable corporate law, one-third of the votes
entitled to be cast on a matter by the holders of shares that, pursuant to the
Articles of Incorporation or the applicable corporate law, are entitled to vote
and be counted collectively upon such matter, represented in person or by proxy,
shall constitute a quorum of such shares at a meeting of shareholders.
ARTICLE X
To the full extent that applicable corporate law, as it exists on the date
hereof or may hereafter be amended, permits the limitation or elimination of the
personal liability of Directors, a Director of this corporation shall not be
liable to this corporation or its shareholders for monetary damages for conduct
as a Director. Any amendments to or repeal of this Article X shall not
adversely affect any right or protection of a Director of this corporation for
or with respect to any acts or omissions of such Director occurring prior to
such amendment or repeal.
ARTICLE XI
11.1. Indemnification.
The corporation shall indemnify its directors to the full extent permitted
by applicable corporate law now or hereafter in force. However, such indemnity
shall not apply if the director did not (a) act in good faith and in a manner
the director reasonably believed to be in or not opposed to the best interests
of the corporation, and (b) with respect to any criminal action or proceeding,
have reasonable cause to believe the director's conduct was unlawful. The
corporation shall advance expenses for such persons pursuant to the terms set
forth in the Bylaws, or in a separate Board resolution or contract.
11.2. Authorization.
The Board of Directors may take such action as is necessary to carry out
these indemnification and expense advancement provisions. It is expressly
empowered to adopt, approve, and amend from time to time such Bylaws,
resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such
Bylaws, resolutions, contracts or further arrangements shall include but not be
limited to implementing the manner in which determinations as to any indemnity
or advancement of expenses shall be made.
11.3. Effect of Amendment.
No amendment or repeal of this Article shall apply to or have any effect on
any right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
ARTICLE XII
This Amended and Restated Articles of Incorporation shall become effective
upon filing.
IN WITNESS WHEREOF, the undersigned, President of the corporation, for the
purpose of amending and restating the Articles of Incorporation of PLC Network
Solutions Inc., hereby makes, files and records this Amended and Restated
Articles of Incorporation and certifies that it is the act and deed of the
corporation and that the facts stated herein are true.
/s/ Derek Pepler Date: January 11, 2006
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Derek Pepler, President